American International Group, Inc. (NYSE: AIG) today announced the
interest rates of the new senior notes ("New Notes”) that it is offering
in exchange (the "Exchange Offer”) for specified series of its
outstanding Junior Subordinated Debentures pursuant to its offer to
exchange, dated October 24, 2011 (the "Offer to Exchange”). These rates,
which have been calculated in the manner previously announced, are as
follows:
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6.820% in the case of the Dollar Notes due November 15, 2037, CUSIP
Numbers 026874 CE5, U02687 CJ5 (the "New Dollar Notes”);
-
6.797% in the case of the Euro Notes due November 15, 2017, ISIN
Numbers XS0702071928, XS0702072140 (the "New Euro Notes”); and
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6.765% in the case of the Sterling Notes due November 15, 2017, ISIN
Numbers XS0702072819, XS0702072900 (the "New Sterling Notes”).
AIG is offering to exchange the New Dollar Notes for its outstanding
Series A-1 and Series A-6 Junior Subordinated Debentures, the New Euro
Notes for its outstanding Series A-3 Junior Subordinated Debentures and
the New Sterling Notes for its outstanding Series A-2 and Series A-8
Junior Subordinated Debentures. As previously announced, the Early
Participation Date for the Exchange Offer is 5:00 p.m., New York City
time, on November 8, 2011 and the Expiration Date is 11:59 p.m., New
York City time, on November 22, 2011 (in each case, subject to
extension). The complete terms of the Exchange Offer are set forth in
the Offer to Exchange, and, as applicable, the related letter of
transmittal, which were distributed solely to eligible holders.
If and when issued, the New Notes will not have been registered under
the Securities Act of 1933, as amended (the "Securities Act”), or any
state securities laws. The New Notes may not be offered or sold in the
United States absent registration or to or for the benefit of any U.S.
persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. AIG will enter into an exchange offer
and registration rights agreement with respect to the New Notes.
The Exchange Offer is only made, and copies of the Exchange Offer
documents will only be made available, to a holder of Junior
Subordinated Debentures who has confirmed its eligibility, including,
among other things, its status as a "qualified institutional buyer” as
defined in Rule 144A under the Securities Act or that it is a person
other than a "U.S. person” as defined in Rule 902 under the Securities
Act. Holders of Series A-1 and A-6 Junior Subordinated Debentures who
desire a copy of the eligibility letter may contact Global Bondholder
Services Corporation in the United States toll-free at 866-488-1500 or
at (212) 430-3774 (banks and brokerage firms). Holders of Series A-2,
A-3 and A-8 Junior Subordinated Debentures may contact Lucid Issuer
Services Limited at +44 20 7704 0880.
This news release does not constitute an offer or an invitation by AIG
to participate in the Exchange Offer in any jurisdiction in which it is
unlawful to make such an offer or solicitation in such jurisdiction.
Certain statements in this press release constitute forward-looking
statements. These statements are not historical facts but instead
represent only AIG’s belief regarding future events, many of which, by
their nature, are inherently uncertain and outside AIG’s control. It is
possible that actual results will differ, possibly materially, from the
anticipated results indicated in these statements. Factors that could
cause actual results to differ, possibly materially, from those in the
forward-looking statements are discussed throughout Part I, Item 2.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations (MD&A) in the Quarterly Report on Form 10-Q of AIG for the
quarter ended September 30, 2011, in Part II, Item 1A. Risk Factors in
the Quarterly Report on Form 10-Q of AIG for the quarter ended March 31,
2011 and in Part II, Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations and Part I, Item 1A. Risk
Factors in the Annual Report on Form 10-K of AIG for the year ended
December 31, 2010.
